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Posted By SusanO3 on 07/08/2025 12:53 PM
Our HOA has 5, duly elected Directors, 2 will be absent due to vacation for July's meeting. Can the three who are attending in July vote on HOA matters? Is a quorum for July meeting two directors out of three, rather than the normal three directors out of five? Have read out 1988 Bye Laws and am still not sure!
SusanO3, I advise quoting exactly what your bylaws say about quorum. Subsequently be mindful of this from California statutes:
Unless the articles of incorporation or bylaws state otherwise, "a majority of the number of directors authorized in the bylaws constitutes a quorum of the board for the transaction of business." (Corp. Code § 7211(a)(7).) Assuming nothing in the Articles of Inc or bylaws say otherwise, this means that quorum is
always three for your board.
Under the circumstances you describe, three will be present, so board business may be conducted. If the board, say, votes 2 to 1 on a motion to do xyz, then the motion carries (assuming xyz is within the board's authority).
See https://www.davis-stirling.com/HOME/B/Board-Quorum-Duty-to-Attend